UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of the earliest event reported)
November 14, 2005
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Titanium Metals Corporation
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(Exact name of Registrant as specified in its charter)
Delaware 0-28538 13-5630895
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
1999 Broadway, Suite 4300, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(972) 233-1700
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
In connection with finalizing the preparation of the Company's consolidated
financial statements for the quarter ended September 30, 2005, certain matters
came to the attention of the Company related to the Company's methodology of
allocating costs to its inventories, and whether certain costs that had
previously been treated as period costs (and therefore expensed when incurred)
should have been capitalized into the Company's inventories and allocated to
cost of sales when the related product was sold. As a result of the time
involved in addressing this matter, the Company will be delayed in filing its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, which
Quarterly Report would otherwise be required to be filed today. Based on
information currently available to the Company, the Company believes the final
results of its review of the Company's methodology of allocating costs to its
inventories will result in a conclusion that its previously-issued consolidated
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America in all material respects. The
Company believes that any adjustment, were one required, would be a shift in the
timing of recognizing such costs between quarters (either through an increase or
decrease in cost of sales) that is not expected to exceed $2.0 million in any
quarter or annual period. While the Company currently believes the financial
information contained in its most recent earnings release dated November 9, 2005
will be consistent with the Company's consolidated financial statements that
will be contained in its Quarterly Report when filed, the financial information
contained in such release is, however, subject to future correction and revision
as a result of completion of the review discussed above and could differ from
the Company's consolidated financial statements that will be contained in its
Quarterly Report when filed. Similarly, the Company's previously-issued
consolidated financial statements, included in its Annual Report on Form 10-K
for the year ended December 31, 2004 and its Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2005 and June 30, 2005 are subject to future
correction and revision as result of completion of the review discussed above.
Attached hereto is Exhibit 99.1 which contains the Company's unaudited
consolidated financial statements of the Registrant as of September 30, 2005,
and for the interim periods ended September 30 2004 and 2005, and related
financial and other disclosures. While the Company currently believes the
consolidated financial statements and related financial and other disclosures
contained in Exhibit 99.1 to this Current Report will be consistent with the
Company's consolidated financial statements and related financial and other
disclosures that will be contained in its Quarterly Report when filed, the
consolidated financial statements and related financial and other disclosures
contained in Exhibit 99.1 are, however, subject to future correction and
revision as a result of completion of the review discussed above and could
differ from the Company's consolidated financial statements and related
financial and other disclosures that will be contained in its Quarterly Report
when filed. PricewaterhouseCoopers LLP, the Company's independent registered
public accounting firm, has not yet completed their review of the consolidated
financial statements included in Exhibit 99.1 Prior to filing such Quarterly
Report, the Company's independent registered public accounting firm will have
completed their review.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Item No. Exhibit Index
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99.1* Unaudited Consolidated Financial Statements of the
Registrant as of September 30, 2005, and for the interim
periods ended September 30 2004 and 2005, and related
financial and other disclosures.
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* Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Titanium Metals Corporation
(Registrant)
By: /s/ Bruce P. Inglis
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Bruce P. Inglis
Vice President - Finance and
Corporate Controller
Date: November 14, 2005
INDEX TO EXHIBITS
Item No. Exhibit Index
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99.1 Unaudited Consolidated Financial Statements of the
Registrant as of September 30, 2005, and for the interim
periods ended September 30 2004 and 2005, and related
financial and other disclosures.